Board of Directors

Formed by six members (two independents member and four representatives of the controlling block), the Board of Directors provides the general strategic guidelines for the business. It is responsible for establishing policies and for electing the executive directors (as well as for supervising and administering these), authorizing the issuing, repurchase, amortization and/or redemption of shares and forming commitments, among other duties.

The group meets every month or whenever so requested by any one of its members. The members of the Board of Directors are elected by the General Shareholders‘ Meeting. Residents in Brazil or abroad, they are elected for a two-year period, with the possibility for re-election. The terms of the current board members end on March 03, 2018. The By-Laws do not establish a limit age for their retirement, also applicable for the executive directors.

Antônio Luiz Rios da Silva, a Chairman of the Board of Directors, served as Executive Vice President of the NotreDame Intermédica Group, as CEO of Companhia Brasileira de Meios de Pagamento (VisaNet and Brasilveículos Companhia de Seguros) and as Vice President of Retail/Distribution and Control/Investor Relations at Banco do Brasil. He is currently superintendent of Editora FTD, one of the leaders in the Brazilian publisher market. He served as a member of the Boards of Directors for the Banco do Brasil Employee Retirement Fund (PREVI), the La Fonte Participações Group, Brasilveículos Companhia de Seguros, Aliança do Brasil Companhia de Seguros, Companhia Brasileira de Meios de Pagamento (VisaNet), Telemar Ceará, Paranapanema Group and Companhia Brasileira de Gestão em Serviços - Orizon. Silva earned a degree in Economic Sciences from the Catholic University of Brasília, an MBA in Finances from the Brazilian Capital Market Institute and completed a specialization in International Finances from the Getúlio Vargas Foundation (FGV) and University of Texas. He also earned an MBA in Controllership from the University of São Paulo (FIPECAFI), an MBA in Accounting Sciences from FGV and Breakthrough for Senior Executives from the International Institute for Management Development in Lausanne (Switzerland).

Claudia Sender Ramirez, started work with the Company in December 2011, as the Vice-President of Sales and Marketing. After June 2012, when the association was finalized between TAM and LAN for the creation of the LATAM Airlines Group, she took over the Brazilian Domestic Business Unit, expanding to her responsibilities the management of the entire customer service division. She assumed the Presidency of TAM Linhas Aéreas in May 2013, and in April 2015, also took over the post of Executive President of TAM S.A. Claudia has dedicated most of her career to the consumer goods sector, with a focus on Marketing and Strategic Planning. Before joining TAM, she was the marketing Vice-President of Whirlpool Latin America, a company where she worked for seven years. She has also been a consultant to Bain & Company, where she developed projects for major companies in various sectors, including TAM itself and other global aviation companies. She is a chemical engineer graduated from the University of São Paulo Polytechnic School (USP) and holds an MBA from the Harvard Business School, in the United States.

Mr. Jerome Cadier started work with the Company in March 2013, as the Senior Vice-President of Marketing and in early 2017, he assumed the Presidency of TAM Linhas Aéreas (LATAM Brazil). Before joining TAM, Jerome had previously worked since 2003 at Whirlpool Home Appliances in Brazil where he served as national sales manager and Vice-President of Marketing. During this period, he also served for two years as President of Whirlpool in Australia and New Zealand. Between 1995 and 2002, Mr. Cadier was a consultant at McKinsey & Company in Brazil. Mr. Jerome studied industrial engineering at the Polytechnic School of the University of São Paulo (1994) and holds a master’s degree from the Kellogg Graduate School of Management (1999).

Ricardo Camargo Veirano, is a partner in the law firm Veirano Advogados and a member of its management committee, performing the function of CEO. His professional work includes mergers and acquisitions, private equity, the formation of joint ventures, corporate governance, capital markets and corporate finance. He is a graduate from the Pontificate Catholic University of Rio de Janeiro - PUC/RJ and holds a Masters’ degree (LL.M.) From the Law Faculty of the Chicago University, a course for which he was selected under a paid scholarship by the Estudar Foundation. From 1995 to 1997, he was a foreign associate at the law firm Cravath Swaine & Moore in New York. Ricardo was formerly a director of CESA - Centre of Studies of Societies of Lawyers, member of the Executive Committee of the Brazilian Corporate Governance Institute - IBGC and director of the Estudar Foundation. Currently he is the co-chairman of the Latin American Regional Forum, of the International Bar Association - IBA.

Aline de Almada Messias, lawyer, graduated in Law from the Mackenzie University in 1994, with specialization in Compared International Commercial Law from the George Washington University (1996). Ms. Messias began her career working in law firms, and has been engaged in M&A for 25 years. She joined the corporate world in 2000, at Whirlpool. In 2003, she became leader of Sony’s Legal Department and implemented the Compliance area in Latin America, also being a member of its Ethics and Risk Management Committee. She was also a member of the Audit Committee of the Association of Manufacturers of Electrical & Electronics Products of Manaus (ELETROS). She worked at Google, Samsung and LATAM, as Legal and Compliance Officer of these companies. At Google, she created the Ethics Committee, of which she was a member. At Samsung, she created and implemented the Compliance Department in all Latin America, as well as the Ethics Committee, of which she was also a member. At LATAM, she participated in the implementation of the Compliance area for Latin America. Member of LATAM Brazil’s Ethics Committee. Currently, she is the Legal and Compliance Officer of Hospital Sírio Libanês. She joined the in July 2017 to implement the Compliance department. She is a member of the Integrity and Conduct Committee ("CIC"), coordinator of the Regulatory Legal Group of the National Association of Private Hospitals (ANAHP), and member of the Hospital’s Bioethics Committee.

Elcio Anibal de Lucca, has a bachelor’s degree in Business Administration, with post-graduate studies and a master’s degree from the São Paulo School of Business Administration (EASP/FGV) and is a board of directors’ member certified by the Brazilian Corporate Governance Institute (IBGC). He was CEO of Serasa between 1991 and 2007. Among his other attributes, he is currently CEO of LUCCRA, chairman of the governing board of Movimento Brasil Competitivo (MBC), chairman of the Council of Dignitaries of e-Learning & Performance Brasil and vice-chairman of the Self-Regulating Board of the Brazilian Federation of Banks (FEBRABAN).

Update: May 16, 2018

Management

The Multiplus directors are responsible for the representation and general directing of the company‘s business, and are authorized to practice any act considered necessary or convenient for such purpose, except for those for which the Stock Corporations Act or By-Laws attributes authority to the General Shareholders‘ Meeting or Board of Directors. The term is two years, with the possibility for re-election.

The Board consists of five (05) members, individuals, shareholders or not, residents in Brazil, elected by the Board of Directors, being them a Chief Executive Officer, a Commericial Director, a Financial and Investor Relations Director, an Operations Director and a Strategy and New Businesses Director.

As a result of the signing of the Novo Mercado Participation Agreement, the managing partners signed a consent agreement to the Novo Mercado Participation Agreement and the Novo Mercado Regulations as condition for taking office in their respective positions.

Roberto José Maris de Medeiros

Chief Executive Officer

He held the position of CEO of Redecard S/A from February 2008 to April 2011 and CEO of Telefônica Empresas S.A. from January 2002 to January 2008. He also served as a member of the Board of Directors of Brasil Telecom S.A. Mr. Medeiros holds a bachelor‘s degree in electronic engineering.

Term: 10/18/2020.

Ronald Domingues

Financial and Investor Relations Director

Acts as Financial and Investor Relations Director since June 2015, held the position of Senior Manager of Finance and Investor Relations areas from April 2014 to May 2015, and Investor Relations Manager from June 2010 to April 2014. Mr. Domingues worked at Redecard S/A as Investor Relations Manager from August 2007 to July 2010, and Risk Manager from September 2006 to July 2007. Mr. Domingues has master’s degree in economics with a focus on finance, from INSPER-SP, and graduation in Economy, from Universidade de Juiz de Fora.

Term: 10/18/2020.

Ricardo Birtel

Director

Operations and IT Director at Multiplus, has 20 years of experience in the Information Technology and Operations Management areas. Served as CIO at Claro and worked in positions of responsibility at Claro itself and IBM Brazil. With a degree in Mechanical Engineering and Masters degree in Engineering from PUC-RJ, Birtel participated of teaching staffs in different universities in Rio de Janeiro and São Paulo. Related to this last city, he teached in graduation and post-graduation (epistemology area - Operations Management).

Differentiated Practices

Brazilian Corporate Governance Institute (IBGC)

According to IBGC, corporate governance is the system through which companies are directed and monitored, involving relationships between shareholders, boards of directors, the management, independent auditors and audit committees. The following are the basic principles that guide this practice:

transparency;

fair disclosure;

accountability;

corporate responsibility.

Among the corporate governance practices recommended by IBGC in its Code of Best Corporate Governance Practices, we adopted the following:

exclusive issuing of common shares;

policy of "one share equals one vote";

contracting of an independent audit company to analyze the financial balance sheets and statements - granted that this same company is not contracted to provide others services that may compromise its independence;

clear definition in the By-Laws (a) of the way of calling the general shareholders’ meeting (b) the procedure for electing and dismissing members of the Board of Directors and Management and their term of office;

transparency during the public disclosure of Annual Management Reports;

by-law provision for the formation of an Supervisory Board;

calling of the shareholders’ meeting and the pertinent document available starting with the date of the first calling, with details on the agenda topics, always aiming to hold the meetings during times and at sites that allow for the presence of the highest possible number of shareholders;

record, whenever so requested, the dissident votes in the shareholder or regular meeting minutes;

by-law provision for arbitration as a method for resolving any possible disputes between the company, its shareholders, its management and members of the Supervisory Board;

board members with experience in operational and financial issues;

by-law provision prohibiting the access to information and right to vote to board members in situations marked by a conflict of interests;

share purchase offers that result in the transfer or control must be directed at all shareholders, who will have the option of selling their shares under the same conditions as the controlling shareholder. In the case of the sale of the entire control block, the acquiring party must direct the public offer at all shareholders under the same conditions as the controlling shareholder (tag-along);

number of members of the Board of Directors varying between five and nine;

maintenance and disclosure of the record containing the number of shares that each partner owns, identifying them nominally;

non-election of alternate board members;

free access to the company’s information and installations by members of the Board of Directors;

disclosure of operations with related parties;

provision of non-financial information each quarter, such as, for example, the number of shares held by the company’s management and the number of shares in circulation.

Novo mercado

In December 2000, BM&FBOVESPA created a special share trading segment called Novo Mercado ("New Market") with aims to attracting publicly traded companies willing to offer the market and their shareholders information - additional to that required by law - related to their businesses. They also commit to adopt corporate governance practices, such as differentiated administrative, transparency and minority shareholder protection actions.

The companies that join Novo Mercado voluntarily submit to more rigid rules than those determined by Brazilian law. For example, they are required to:

issue only common shares;

maintain at least 25% of the company’s capital shares in circulation;

detail and include additional information in the quarterly reports;

provide annual financial statements in English based on internationally accepted accounting principles or Brazilian corporate law. In this case, accompanied by an explanatory note that demonstrates the balancing of the result for the year, the independent auditors’ result and net equity result - calculated based on Brazilian accounting criteria and internationally accepted accounting standards, indicating the main differences between each.

Multiplus shareholders enjoy all the rights and guarantees established by the Novo Mercado regulations, as included in the company’s By-Laws. It also maintains the high standards of corporate governance by basing its operations on principles that emphasize transparency and respect for shareholders. On January 15, 2010, Multiplus signed the Novo Mercado participation agreement with BM&FBOVESPA, which became valid as of February 4, 2010, the publication date of the Starting Announcement. The By-Laws contain all minimum clauses required by the BM&FBOVESPA Novo Mercado regulations.